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HomeMy WebLinkAboutC-2451II00 -40lC 24 S! -2 AMENDMENT NO. 2 TO AGREEMENT FOR TRANSPORTATION SERVICES BY AND BETWEEN THE CITY OF ARCADIA AND SOUTHLAND TRANSIT, INC. This Amendment No. 2 ( "Amendment No. 2 ") is hereby entered into by and between the City of Arcadia, a charter city organized under the Constitution and laws of the State of California, and Southland Transit, Inc. with respect to that certain Professional Services Agreement between the parties dated June 23, 2009 ( "Agreement "). The parties agree as follows: 1. Pursuant to Section 3.1.2 of the Agreement, the Term is hereby extended to June 30, 2014. 2. All of the remaining terms and provisions of the Agreement are hereby reaffirmed. In witness whereof the Parties have executed this Amendment No. 2 on the date set forth below. CITY OF ARCADIA By Dominic Lazza o, City Manager Date* �L4 ZL i � ATTEST: O MA_'14l O-c n APPROVED AS TO FORM: Stephen P. Deitsch City Attorney SOU LAND jRA_NSIT, INC. By Signature Print Name and Title Date: ? By Sig atur r� P rnr t Name and -Title Date: I- ci 15 CONCUR: / `Ji on Kruckeberg Assistant City Manager /Development Services Director n AMENDMENT NO. 1 TO AGREEMENT SERVICES BY AND BETWEEN THE SOUTHLAND TRANSIT, INC. 1100—q6 FOR TRANSPORTATION CITY OF ARCADIA AND This Amendment No. 1 ( "Amendment No. 1") is hereby entered into by and between the City of Arcadia, a charter city organized under the Constitution and laws of the State of California, and Southland Transit, Inc. with respect to that certain Professional Services Agreement between the parties dated June 23, 2009 ( "Agreement "). The parties agree as follows: 1. Pursuant to Section 3.1.2 of the Agreement, the Term is hereby extended to June 30, 2013. 2. All of the remaining terms and provisions of the Agreement are hereby reaffirmed. In witness whereof the Parties have executed this Amendment No. 1 on the date set forth below. CITY OF ARCADIA Dominic Lazzarett City Manager Dated. qg- LP , 2012 ATT T: Cit er APPROVED AS TO FORM: b! 1 Stephen Deitsch City Attorney SOUTHLAND TRANSIT, INC. Signature rr )-/ 7r-�� yv oo . Name Ui c e- pf-C s c( e,+ /(0 Title Dated: G J 2012 CONCUR: n Krucke erg, Assistant City Manager /Development Services Director two --io zk(As CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT TRANSPORTATION SERVICES 1. PARTIES AND DATE. ,) U This Agreement is made and entered into this day of Lt VI e, , 2009 by and between the City of Arcadia, a charter city organized under the Constitution and laws of the State of California with its principal place of business at 240 West Huntington Drive, Arcadia, California 91066 -6021 ( "City ") and Southland Transit, Inc., a California Corporation with its principal place of business at 3650 Rockwell Avenue, El Monte, California 91731 ( "Contractor "). City and Contractor are sometimes individually referred to as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Contractor. Contractor desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing professional transportation service, such as the local Arcadia Transit Dial -A -Ride system, to public clients, is licensed in the State of California, and is familiar with the transportation plans of City. 2.2 Project. City desires to engage Contractor to render such services for the professional transportation service for the operation, maintenance and management of Arcadia Transit Dial -A -Ride ( "Project ") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional transportation services for the operation, maintenance and management of Arcadia Transit Dial -A -Ride system necessary for the Project ( "Services "). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. Arcadia Transit Management and Operation — Professional Services Agreement Revised 9/08 LM 3.1.2 Term. The term of this Agreement shall be from July 1, 2009 to June 30, 2012, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. At the end of the said term, City may exercise the option to extend the Agreement for two one -year terms. 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the prior written approval of City. 3.2.4 Substitution of Key Personnel. Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence upon prior written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Contractor at the request of the City. The key personnel for performance of this Agreement are as follows: Arcadia Transit Management and Operation — Professional Services Agreement 2 Revised 9/08 LM • Vice President, Operations — Jason Snow • Project Manager — Dianna Ortegon 3.2.5 City's Representative. The City hereby designates Jason Kruckeberg, Development Services Director, or his designee, to act as its representative for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Contractor's Representative. Contractor hereby designates Jason Snow, Vice President of Operations, or his designee, to act as its representative for the performance of this Agreement ( "Contractor's Representative "). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, contractors and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions that are caused by the Contractor's failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub - Contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re- employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Arcadia Transit Management and Operation — Professional Services Agreement 3 Revised 9/08 LM Contractor shall be solely responsible for all costs arising therefrom. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.9.1 Immigration Reform and Control Act. Contractor acknowledges that Contractor, and all subcontractors hired by Contractor to perform services under this Agreement, are aware of and understand the Immigration Reform and Control Act ( "IRCA "). Contractor is and shall remain in compliance with the IRCA and shall ensure that any subcontractors hired by Contractor to perform services under this Agreement are in compliance with the IRCA. In addition, Contractor agrees to indemnify, defend and hold harmless the City, its agents, officers and employees, from any liability, damages or causes of action arising out of or relating to any claims that Contractor's employees, or the employees of any subcontractor hired by Contractor, are not authorized to work in the United States for Contractor or its subcontractor and /or any other claims based upon alleged IRCA violations committed by Contractor or Contractor's subcontractor(s). 3.2. 10 Insurance. 3.2.10.1 Time for Compliance. Contractor shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section; provided, however, that in lieu thereof, the Contractor may provide evidence to the City that all subcontractors are additional insureds under the Contractor's policies of insurance. 3.2.10.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees, subcontractors and volunteers. Contractor shall also name and obtain insurer's consent to naming City, its directors, officials, officers, employees, agents and volunteers as an additional insured with proof of certificate of insurance that they are an additional insured. Such insurance shall meet at least the following minimum levels of coverage: (A) Vehicle Liability Insurance. Throughout the term of this Agreement, Contractor shall provide vehicle liability insurance in the amount of Ten Million Dollars ($10,000,000) combined single limit Bodily Injury and Property Damage. Coverage may be provided through one or more policies and shall include: Uninsured Motorist (UM) and Personal Injury Protection (PIP) with coverage limits as required by law; Medical Payments with coverage limits of Five Hundred Dollars ($500) per person per occurrence. (B) General Liability and Protection and Indemnity Insurance. Contractor shall procure and maintain during the life of this Contract General Liability Insurance on a Arcadia Transit Management and Operation — Professional Services Agreement 4 Revised 9/08 LM commercial form with a minimum of Ten Million Dollars ($10,000,000) covering all legal liability for personal injury, bodily injury, death and property damage to the vehicle maintenance facility and any applicable endorsement or rider for the storage, handling, transportation and disposal of Hazardous Substances that may arise out of Contractor's performance under this Contract except as may be covered by insurance coverage provided by the City, as described elsewhere in the Contract. (C) Vehicle Physical Damage. With respect to the vehicles to be used under the terms of this Contract, Contractor shall maintain in full force and effect insurance covering vehicles against physical damage from comprehensive and collision, in an amount equal to the vehicles' actual cash value. Any deductible shall not exceed Ten Thousand Dollars ($10,000) per Incident, must be stated in writing to the City and shall be the sole responsibility of the contractor. (D) Workers' Compensation and Employer's Liability Insurance. Contractor shall procure and maintain during the life of this Contract Workers' Compensation Insurance in conformance with the laws of the State of California and with the laws of the United States and Employers' Liability Insurance with a minimum amount of One Million Dollars ($1,000,000). 3.2.10.3 Subrogation Waiver. Each of the foregoing policies shall expressly waive subrogation against CITY. 3.2.10.4 Failure to Secure. If Contractor at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Contractor's name or as an agent of the Contractor and shall be compensated by the Contractor for the costs of the insurance premiums plus interest at the maximum rate permitted by law computed from the date written notice is received that the premiums have been paid. Contractor shall indemnify and hold harmless City from the failure to place, the failure to maintain, or the failure of any of the insurance policies required above. 3.2.10.5 Additional Insured. City, its Council, Commissions, officers, and employees shall be named as additional insured under all insurance coverage, except Workers' Compensation, required by this Contract. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. 3.2.10.6 Primary Insurance. Endorsement(s) shall be provided which states that the coverage is Primary Insurance and that no other insurance affected by the City will be called upon to contribute to this coverage. 3.2.10.7 Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: (A) The City, its officers, officials, employees, agents and volunteers are to be covered as insured as respects; liability arising out of activities performed by or on behalf Arcadia Transit Management and Operation — Professional Services Agreement 5 Revised 9/08 LM of the Contractor; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; or automobiles owned, leased hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the CITY, its officers, officials, employees, agents or volunteers. (B) For any claims related to this project, the Contractor's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self - insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. (C) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers. (D) The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (E) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (3 0) days' prior written notice by certified mail, return receipt requested, has been given to the City. 3.2.10.8 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than ANII. 3.2.10.9 Verification of Coverage. Contractor shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms provided by the City. All endorsements are to be received and approved by the City before work commences. As an alternative to the City's forms, the Contractor's insurer may provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. 3.2.10.10 Subcontractors. Contractor shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein. 3.2.10.11 Professional Liability. Contractor shall procure and maintain, and require its sub - Contractors to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than One Million Dollars ($1,000,000) per claim, and shall be endorsed to include contractual liability. Arcadia Transit Management and Operation — Professional Services Agreement 6 Revised 9/08 LM 3.2.10.12 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Work or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy that arise from work performed by the Contractor. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.13 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.14 Deductibles and Self- Insurance Retentions. Any deductibles or self - insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- Arcadia Transit Management and Operation — Professional Services Agreement 7 Revised 9/08 LM insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.15 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.2.10.16 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.10.17 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.10.18 Material Breach. Lack of insurance does not negate Contractor's obligations under this Agreement. Maintenance of proper insurance coverage is a material element of this Agreement and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of the Agreement. 3.3 Fees and Payments. 3.3.1 Compensation. Contractor shall receive compensation, including reimbursements which receive the City's prior written authorization, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed SIX MILLION THREE HUDRED TWENTY FIVE THOUSAND FIVE HUNDRED NINETY DOLLARS ($6,325,590) without written approval of the City Manager. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Arcadia Transit Management and Operation — Professional Services Agreement Revised 9/08 LM Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within forty -five (45) days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless prior written authorization is obtained from the City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without prior written authorization from City's Representative. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those services which have been adequately rendered to City, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. Arcadia Transit Management and Operation — Professional Services Agreement 9 Revised 9/08 LM 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Contractor: Southland Transit, Inc. 3650 Rockwell Avenue El Monte, CA 91731 Attn: Jason Snow, Vice President, Operations City: City of Arcadia 240 West Huntington drive Arcadia, CA 91066 -6021 Attn: Jason Kruckeberg, Development Services Director Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Contractor or provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the prior written consent of City, be used by Contractor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, Arcadia Transit Management and Operation — Professional Services Agreement 10 Revised 9/08 LM to the related industry shall be deemed confidential. Contractor shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Indemnification. 3.5.5.1 To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, or any violation of any Federal State or Local law applicable to contractor's performance under this Contract, including without limitation, applicable environmental laws, or willful misconduct of Contractor, its officials, officers, employees, agents, contractors and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorney's fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor shall defend with Legal Counsel of City's choosing, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding arising from Contractor's performance of the Services, the Project or this Agreement; except to the extent that liability is caused by any negligence or willful misconduct by the City or its directors, officials, officers, employees, agents or volunteers. Contractor shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers and shall take effect immediately upon execution of this Agreement. 3.5.5.2 The duty to defend and to hold harmless, as set forth above, shall include the duty to defend as established by Section 2778 of the California Civil Code, and the duty to defend shall arise upon the making of any claim or demand against the City, its respective officials, officers, agents, employees and representatives, notwithstanding that no adjudication of the underlying facts has occurred, and whether or not Contractor has been named in the claim or lawsuit. Arcadia Transit Management and Operation — Professional Services Agreement 1 1 Revised 9/08 LM 3.5.6 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. 3.5.7 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.8 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.9 Cites Right to Employ Other Contractors. City reserves the right to employ other contractors in connection with this Project. 3.5.10 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 3.5.11 Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.12 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.13 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.14 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppels, or otherwise. 3.5.15 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. Arcadia Transit Management and Operation — Professional Services Agreement 12 Revised 9/08 LM 3.5.16 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.17 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.18 Equal Opportunity_ Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.19 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self - insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.20 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.21 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. Arcadia Transit Management and Operation — Professional Services Agreement 13 Revised 9/08 LM 3.6 Subcontracting. 3.6.1 Prior Approval Required. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. CITY OF ARCADIA SOUTHLAND TRANSIT, INC. Donald Penman Date Timmy N City Manger President CONCUR: / ''. Z2-o9 IL ason Kruckeberg Date Development Services Dir ctor ATTEST: APPROVED AS TO FORM: Stephen P. Deitsch Date City Attorney Arcadia Transit Management and Operation — Professional Services Agreement Revised 9/08 LM 14 7 EXHIBIT A MANAGEMENT AND OPERATION ARCADIA TRANSIT SYSTEM SCOPE OF SERVICES SECTION 1 - DEFINITIONS As used throughout the Contract, Scope of Services, exhibits and attachments, the following terms shall have the meanings set forth below: Advanced Reservation — Describes the process of requesting trips and receiving trip confirmation prior to the day service is requested. Americans with Disabilities Act of 1990 (ADA) — Federal civil rights legislation which mandates accessibility for people with disabilities. Included is a requirement that all public transit agencies operating fixed route bus service provide complementary paratransit service to persons functionally unable to use accessible fixed route systems. City — Shall indicate the City of Arcadia. Contractor — Shall signify vendor selected and under contract with City to provide transportation services. Curb -to -Curb Service — A type of paratransit service where, on both the origin and destination of the trip, the driver gets out of the vehicle and assists the passenger between the vehicle and a sidewalk or other waiting area no more than 15 feet from the vehicle. Deadhead — For paratransit services, refers to either miles or hours when a vehicle is not in revenue service including travel from the yard to the first pick -up, from the last drop -off back to the yard when released by the dispatcher and travel during driver breaks and other "out of service" times. The travel between scheduled pickups and drop offs, regardless of whether a passenger is on board, is not deadhead. Demand Responsive — Describes a service that does not require advance reservation and trips can be requested the same day [also referred to as "same day," "real- time" or "immediate response "] . Door -to -Door Service — A type of paratransit service where, on both the origin and /or destination of the trip, the driver gets out of the vehicle and meets /escorts the passenger to the door of the main lobby, residence, or building. The driver is responsible for assisting the passenger throughout the trip. Drivers are not allowed to enter a residence and must keep the vehicle in sight at all times. Dwell Time — The amount of time spent by vehicle and driver at each pick -up and drop -off Arcadia Transit Management and Operation — Professional Services Agreement A -1 Exhibit A I Scope of Services waiting for the passenger(s) to appear, during passenger boarding, deboarding and wheelchair securement. Dwell time is included in the Vehicle Service Hour computation. Federal Transit Administration (FTA) — A branch of the U.S. Department of Transportation (USDOT) established to improve transportation throughout the nation. The FTA provides funding and assistance to regional transportation agencies, among various other programs. Holidays — The official City holidays are: New Year's Day; Memorial Day; Independence Day; Labor Day; Thanksgiving Day; and Christmas Day. In addition, the City may direct a reduced level of services on unofficial holidays and during holiday periods. Late Cancellation — A scheduled passenger calls Arcadia Transit to cancel the trip less than one (1) hour before the scheduled pick -up time. Missed Trip — Any scheduled trip on which the vehicle arrives more than 60 minutes after the scheduled pick up time regardless of an actual trip taken, or does not arrive at all. No -Show — A scheduled passenger who does not appear at the designated location for vehicle boarding within 90 seconds of an on -time vehicle arrival. On -Time Pickup — For paratransit services, a vehicle shall be on -time if it arrives at the designated pickup location no more than 15 minutes prior to the scheduled pickup time or no more than 15 minutes after that time. Service Area — The service area for Arcadia Transit includes all locations within the City of Arcadia. Subscription Service — Paratransit trips to and from the same origin and destination at the same time and day at least once a week. Subscription services do not require the passenger to call in their request for each trip; call only to cancel for one or more days. Vehicle Service Hour — A Vehicle Service Hour shall be defined as any sixty minute increment of time a vehicle is available for passenger transport within Arcadia Transit's established hours of service. A vehicle is available for passenger transport from the time it arrives at its first pick- up address and ends when it has completed its last passenger drop -off and is released from service by the dispatcher, excluding any meal breaks, service breaks, mechanical breakdowns and time a vehicle is down due to an accident. If the first scheduled pick -up is a no -show, the vehicle arrival time shall still be used for computation of vehicle service hours, however, this rule shall not apply to late trip cancellations. Vehicle service hours are also known as "revenue service hours." Vehicle Service Miles — The mileage incurred by a vehicle while operating a Vehicle Service Hour. Arcadia Transit Management and Operation — Professional Services Agreement A -2 Exhibit A I Scope of Services SECTION 2 CITY DUTIES AND RESPONSIBILITIES City shall accept the following responsibilities and perform the following duties with respect to Arcadia Transit. To the extent reasonable and feasible, Contractor shall assist City in this regard. 2.1 System Planning and Administration City shall be responsible for all activities relative to Arcadia Transit routes, schedules, days and hours of operations, stop locations, street furnishings, preparation of planning documents, budgets, grant applications and related documentation, and other such activities to overall system administration. City shall make a reasonable effort to notify Contractor in advance of any road closures, detours, parades, or other events under City jurisdiction that may interfere with Arcadia Transit operations or require deviations from routes or schedules. Contractor and City shall mutually agree upon such deviations. 2.2 Advertising and Promotion City shall prepare, place, schedule, and pay for all advertising and promotional materials designed to inform Arcadia Transit operations and to promote ridership. 2.3 Schedules, Passes, Tickets, City shall prepare, print, and provide to Contractor all schedules, passes, tickets, and like materials required by Arcadia Transit operations. Contractor shall distribute and disseminate such materials in accordance with the provisions of the Agreement and any directions supplemental thereto provided by City. 2.4 Fuel City will reimburse Contractor for fuel supplied by Contractor utilizing a dispensing system, approved by City, which accurately records all fueling purchases to allow City to reconcile all fuel transactions by date and vehicle number. The City expressly reserves the right in its sole discretion to establish fueling procedures as determined by City to be in City's best interest. Contractor and all of its employees shall adhere to any and all operating, administrative, and accounting procedures required by City in connection with all fueling operations. 2.5 Vehicles and Equipment City shall provide to Contractor the vehicles and equipment set forth in TABLE 1, entitled "Arcadia Transit Vehicles ". These vehicles and their associated equipment shall be used only for activity directly related to the transit system covered by this Agreement unless otherwise authorized, in writing, by City. City shall register each vehicle to show its name as registered owner and the true name of the legal owner thereof. City shall provide a valid copy of each vehicle registration to Contractor. Arcadia Transit Management and Operation — Professional Services Agreement A -3 Exhibit A I Scope of Services TABLE 1: Arcadia Transit Vehicles Fleet No. Make /Model Model Year Cap. Vehicle I.D. Number (VIN) License Number Miles as of 5/31/2009 Condition 19 Chev /Ca rice 1995 4 IGIBL52WOSR170431 370114 176,407 Fair 20 Ford E -450/ El Dorado 2004 12 1FDXE45S95HA36047 1215612 65,821 Good 21 Ford E -450/ El Dorado 2004 12 1FDXE45S05HA36048 1215617 80,933 Good 22 Ford E -450/ El Dorado 2004 12 1FDXE45S25HA36049 1180235 99,020 Good 23 Ford E -450/ El Dorado 2004 12 1FDXE45S65HA40332 1180236 66,157 Good 24 Ford E -450/ El Dorado 2004 12 1FDXE45S85HA40333 1215611 1 83,604 Good 25 Ford E -450/ El Dorado 2004 12 1FDXE45SX5HA40334 1215610 74,610 Good 26 Ford E -450/ Goshen 2004 20 1FDXE45SX5HA19130 1180237 52,226 Good 27 Ford E -450/ Goshen 2004 20 1FDXE45S15HA19131 1180209 79,872 Good 28 Ford E -450/ Goshen 2004 20 1FDXE45S75HA51811 1180210 91,035 Good 29 Ford E -450/ Goshen 2004 20 1FDXE45S95HA51812 1180211 96,888 Good TBD* Ford E -450/ El Dorado 2009 18 IFDFE45S99DA43038 In Process 1,518 Excellent TBD* Ford E -450/ El Dorado 2009 18 1FDFE45S09DA43039 In Process 26 Excellent TBD* Ford E -450/ El Dorado 2009 18 1FDFE45S79DA43040 In Process 1,431 Excellent TBD* Ford E -450/ El Dorado 2009 18 1FDFE45S79DA47198 In Process 1,442 Excellent TBD* Ford E -450/ El Dorado 2009 18 1FDFE45S99DA47199 In Process 1,425 Excellent TBD* For E -450/ El Dorado 2009 18 1FDFE45S19DA47200 In Process 1,426 Excellent TBD* Ford E -450/ El Dorado 2009 18 1FDFE45S39DA47201 In Process 1,478 Excellent TBD* Ford E -450/ El Dorado 2009 18 1FDFE45S79DA50960 In Process 1,429 Excellent *Fleet Number to be determined and assigned by Contractor. 2.6 Radio Communication System Arcadia Transit Vehicles are equipped with radio communications and Automatic Vehicle Location systems. These systems are provided solely for the use of Arcadia Transit. Contractor shall comply with all applicable federal statutes and regulations in connection with such use. 2.7 Farebox System City will provide the farebox equipment with the vehicles. Contractor shall be responsible for the maintenance of all farebox equipment. In addition, Contractor shall record all fares collected and monthly provide proof of deposit to City. 2.8 Street Furnishings City shall be responsible for the purchasing and maintenance of all transit related street furnishings within the City limits. Contractor and its employees shall cooperate with City by advising City of any such irregular conditions to street furnishings observed during Arcadia Transit operations. Arcadia Transit Management and Operation — Professional Services Agreement A -4 Exhibit A I Scope of Services SECTION 3 — CONTRACTOR DUTIES AND RESPONSIBILITIES - OPERATIONS Contractor shall perform the duties and accept the responsibilities set forth below in connection with its operation of Arcadia Transit. The omission of a duty or responsibility herein below shall not relieve Contractor of its obligation to perform such duty or accept such responsibility, so long as it is usual, customary, and generally accepted within the public transportation industry as being an integral element of operating a Dial -A -Ride public transportation system of a kind and character such as Arcadia Transit. 3.1 Operations: General Contractor shall provide the necessary management, technical, and operating services for the operation of Arcadia Transit services as specified by City. Contractor shall assist and cooperate with City in meeting the objectives of providing quality transportation services. Contractor shall establish and maintain close liaison activities, coordination, and cooperation with City on matters relating to operations, monitoring, reporting and service performance measurements. All facilities, equipment and services required in the operation and management of Arcadia Transit shall be furnished by Contractor unless City specifically identifies an element of equipment or aspect of service to be its responsibility. 3.2 Operations: Dial -A -Ride Dial -A -Ride service shall be operated in strict accordance with the operating days and hours set forth in the current "Arcadia Transit Policy and Procedure ", or any revisions thereto, and shall respond to telephone requests for service within the Arcadia Transit service area illustrated in the Service Guide or any revisions thereto. Contractor is authorized to have as many as sixteen (16) vehicles in Dial -A -Ride service at a given time depending on fluctuations in the demand for service. However, in no event will the total annual service hours billed to the City exceed 27,000 in FY 2009 -10 and 30,000 thereafter, without prior written authorization by the City Transportation Services Manager. 3.3 Special Services In addition to regular Arcadia Transit operations, Contractor may from time to time upon receiving specific written authorization by City, provide special transportation services within the Los Angeles Urbanized Area using Arcadia Transit vehicles, provided that such special services are determined by City to be in the public interest, do not interfere with regular Arcadia Transit operations, and are in compliance with applicable federal and state statutes. Contractor shall be entitled to compensation beyond the established maximum obligation for such services at the normal rate per vehicle service hour specified in the Agreement. Arcadia Transit Management and Operation — Professional Services Agreement A -5 Exhibit A I Scope of Services 3.4 Service Standards Contractor shall strive at all times to provide service in a manner that will maximize productivity and, at the same time, maximize customer service. Recognizing that the goals of productivity and customer service levels may conflict, the following standards are intended to be reasonably attainable by Contractor, fair to the customer, and consistent with City expectations (TABLE 2). At the option of the City, City may enforce the penalties indicated for substandard performance. Failure to enforce any penalty for any such substandard performance shall not serve to invalidate said criteria nor preclude future enforcement of that penalty. City agrees that penalty for Productivity [#I] will not be enforced for the first 90 days of this Agreement. TABLE 2: Arcadia Transit Service Standards Performance Criteria Standard Penalty 1. Service Productivity Annual Average of 4.8 Passenger Reduction of compensation by $1.00 Trips per Vehicle Service Hour per VSH for each 0.1 VSH of the month in which performance is below the standard. 2. On -Time Performance 98% or better $100 for each month that performance is less than standard. 3. Wait Time for 50% of requests to be fulfilled within $100 for each month that Immediate Response 30 minutes; 100% of requests to be performance is less than standard. fulfilled within 60 minutes. 3. Failure to Wait Minimum of 90 seconds after on -time $100 per incident of failing to wait at vehicle arrival least 90 seconds. 4. Missed Trip Arrival at pick -up location more than $50 per incident 60 minutes late or not at all. 5. Vehicle Cleanliness As defined in Scope of Services $100 per incident 6. Vehicle Maintenance As defined in Scope of Services $100 per incident 7. Complaints More than 5 legitimate complaints in $100 for each month that a calendar month performance is less than standard. 8. Driver Uniform As defined in Scope of Services $50 per incident 9. GPPV Certificates 100% of drivers and vehicles to have $100 per incident of driver or vehicle valid GPPV certificates in service without proper GPPV certificate. 10. Report Submission State and Federal as well as City's $100 for each month that reporting is required reporting submitted late or incomplete. Contractor and City shall periodically meet to evaluate performance of the system based upon these standards. If the standards are not fulfilling their intended purpose, they shall be adjusted based upon recommendations made by Contractor with concurrence and final decision by City. Should it be found that Contractor's performance has contributed to Contractor's failure to achieve these standards, Contractor shall take all reasonable actions requested by City to correct deficiencies in performance. Should deficiencies persist, City may take whatever additional action is necessitated by the circumstances and provided for in the Agreement of which this Scope of Services is a part. Arcadia Transit Management and Operation — Professional Services Agreement A -6 Exhibit A I Scope of Services 3.5 Operations Management Contractor shall provide operations management at a level and capability sufficient to oversee its functions and employees. Contractor shall designate and provide the services of a full -time Project Manager who shall provide overall management and supervision of Arcadia Transit operations under the terms of this Agreement. The Project Manager must have a minimum of five years experience in public transportation operations and at least three years supervisory experience. A bachelor's degree in a transportation or related field is preferred but not required. The Project Manager shall work cooperatively with City's Transportation Services Manager in matters relating to service quality, providing operational and other data as described in this Scope of Services, responding to comments from Arcadia Transit and the general public, and responding to specific requests for other assistance as the need arises. At least sixty percent (60 %) of the Project Manager's time shall be dedicated to the management and supervision of Arcadia Transit. _However, it is expected that Contractor shall do what is necessary to fulfill the terms of this Agreement'. Contractor shall assure City that the Project Manager designated for this project will not be replaced without the written consent of City. Should the services of the Project Manager become unavailable to Contractor, the rdsumd and qualifications of the proposed replacement shall be submitted to City for approval as soon as possible, but in no event later than five (5) working days prior to the departure of the incumbent Project Manager, unless Contractor is not provided with such notice by the departing employee. City shall respond to Contractor concerning acceptance of the candidate for replacement Project Manager. Should the position of Project Manager remain unfilled for a period of thirty (30) days or more, the City may deduct the Project Manager's compensation from Contractor's payments. The Contractor shall further designate one or more Operations Supervisor(s) to assist the Project Manager in carrying out all activities relative to Arcadia Transit operations. The office of the Project Manager will be physically located at Arcadia Transit's operations facility in Arcadia or another mutually agreed upon location. The Project Manager will be expected to remain at the facility or otherwise within the Arcadia Transit service area as appropriate to the maximum extent possible. At all times, the Project Manager or an Operations Supervisor designated to act for the Project Manager, shall be available either by phone or in person to make decisions regarding day -to -day Arcadia Transit operations and provide coordination as necessary, and shall be authorized to act on behalf of Contractor regarding all matters pertaining to this Scope of Services. 3.6 Employee Selections and Supervision Contractor shall be responsible for the employment and supervision of all employees necessary to perform Arcadia Transit operations. Such responsibilities shall include employee recruitment, screening, selection, training, supervision, employee relations, evaluation, retention and termination. Arcadia Transit Management and Operation — Professional Services Agreement A -7 Exhibit A I Scope of Services Contractor shall use appropriate driver screening and selection criteria in order to employ drivers. These criteria will include Department of Motor Vehicles license check and physical examination sufficient to meet all applicable requirements for Arcadia Transit vehicle operations. Contractor shall develop, implement, and maintain an employee substance abuse /alcohol abuse - testing program, subject to City approval, for all employees in safety- sensitive positions including personnel engaged in the operation, and control of Arcadia Transit vehicles and equipment. Such program will meet all applicable federal requirements promulgated to implement the Omnibus Transportation Employee Test Act of 1991 and related supplements and amendments. Contractor shall make all reasonable efforts to ensure that employees having contact with the public in the course of their duties are of good moral character. Any such employee who is convicted of a felony or a crime involving moral turpitude before or during the time of his /her employment shall not be permitted to continue to hold a position of employment involving contact with the general public. Contractor shall be responsible to recruit a sufficient number of multi - lingual employees and/or to provide multi - language assistance to the public to ensure that the Limited English Proficiency Compliance requirement under Title VI of the Civil Rights Act of 1964 is met. Contractor shall at all times comply with applicable state and federal employment laws, including section 1735 of the California Labor Code and Title VI of the Civil Rights Act of 1964, as amended. 3.7 Training of Drivers and Operations Personnel Contractor shall develop, implement, and maintain a formal training and retraining program that shall be subject to review and approval by City. An outline of the training program, including periodic updates, shall be submitted to City within 60 days of the Agreement execution and shall be on file in the office of the City's Transportation Services Manager. All drivers, dispatchers, telephone information personnel, and supervisors shall participate in the program. Contractor shall implement and maintain a specific training and retraining program for all drivers. The program must provide a fixed minimum number of hours of training for new employees, including classroom instruction, behind the wheel training under supervision of a certified instructor, and in- service training. The program shall include, but not be limited to, instruction covering applicable laws and regulations and defensive driving practices, Arcadia Transit operating policies and procedure, employee work rules, vehicle safety inspection, equipment care and maintenance, customer relations and passenger conduct. Drivers shall be trained to operate all vehicle types, wheelchair lifts and lock systems, and other equipment that may be expected to be used in the Arcadia Transit Dial -A -Ride services. Arcadia Transit Management and Operation — Professional Services Agreement A -8 Exhibit A I Scope of Services All drivers shall be certified as having completed Contractor's formal training course for new drivers as approved by City, and be licensed with a valid California Class B operator's license with appropriate certification(s) and medical card. All drivers of demand response (Dial -A- Ride) vehicles shall possess a California General Public Paratransit Vehicle Certificate (CGPP). Drivers shall meet all applicable requirements as established by the California Highway Patrol (CHP). Contractor shall prepare and furnish to City for approval prior to initiation of service an Employee Handbook. The Employee Handbook will be provided to all drivers, dispatchers, telephone operators, and supervisors and shall include, at a minimum, the following subject areas: driver's rules; accident/incident policies; radio policies and procedures; farebox policies and procedures; fog and inclement weather policy; vehicle inspection, care and maintenance policy and procedures, reporting procedures and pertinent sample forms; federal mandated Drug and Alcohol /Drug Free Work Place Policies. Contractor shall prepare and furnish to City for approval prior to initiation of service a Customer Service and Sensitivity Training Program. Dispatchers, telephone operators, supervisors, and any other personnel who may from time to time be assigned to provide telephone information on the Dial -A -Ride telephone reservation lines shall be trained and annually re- trained in customer relation skills, telephone manners, accident/incident procedures, fares, Dial -A -Ride reservation procedures, Access Services information numbers, and operating policies. Operations control personnel assigned to Dial -A -Ride trip scheduling and vehicle dispatching duties shall have a detailed knowledge of applicable procedures and professional techniques. 3.8 Driver's Responsibilities Drivers will, when requested by City, hand out notices to passengers or otherwise render assistance in City's customer relations, promotion, monitoring, and supervisory functions. Drivers will be required to honor special passes; collect, cancel and/or validate passes and tickets as determined by City. Drivers will verify cash fares deposited in farebox, but will not handle money. Drivers will record ridership information in accordance with National Transit Data (NTD) reporting procedures. 3.9 Uniforms Drivers and other operating staff shall be in uniform at all times while in service or otherwise on duty. Contractor shall provide driver uniforms to its employees. The design, type, and logo of the uniforms shall be subject to City's approval, and must be unique to Arcadia Transit. Uniforms cannot be generic to Contractor's company. Drivers shall be required to maintain a neat and clean appearance at all times while on duty. Contractor employees shall not transact other than incidental personal business while in uniforms identifying them as Arcadia Transit staff and shall not purchase, possess or consume intoxicating beverages while in uniform. Arcadia Transit Management and Operation — Professional Services Agreement A -9 Exhibit A I Scope of Services 3.10 Safety and Security Program Contractor shall assume full responsibility for assuring that the safety of passengers, operations personnel, and City's vehicles and equipment are maintained at the highest possible level throughout the term of this Agreement. Contractor shall comply with all applicable FTA, CHP and OSHA requirements. Contractor shall develop, implement, and maintain in full compliance with California Law (SB 198) a formal safety illness and injury prevention program including periodic safety meetings, participation in safety organizations, safety incentives offered by Contractor to drivers and other employees, and participation in risk management activities under the auspices of Contractor's insurance carrier or other organization. Contractor shall provide a copy of said Safety Program, including evidence of compliance with SB -198, and subsequent program update as well as safety meeting notice /minutes and safety communications to City. Contractor shall participate in the State of California Department of Motor Vehicles "Employer Pull Program" for appropriate monitoring of employer driver license activity. Contractor will require all drivers, control room personnel, vehicle maintenance mechanics, and supervisors to participate in the safety program. Contractor shall develop, implement and maintain Security and Emergency Management Program in accordance with the State and Federal provisions. Contractor shall provide a copy of said Security and Emergency Management Program prior to initiation of service, and provide program updates to City subsequently. 3.11 Road Supervision Contractor shall provide road supervision as necessary to monitor drivers and vehicles and assist drivers in revenue service. 3.12 Accident, Incident, and Complaint Procedures Prior to initiating services under this agreement, Contractor shall develop, implement and maintain formal procedures, subject to City review and approval, for response to accidents, incidents, service interruptions, and complaints. Such occurrences to be addressed include, but are not limited to: vehicle accidents, passenger injuries, passenger disturbances, in- service vehicle failures, lift failures of vehicles in service, and Dial -A -Ride vehicles operating more than thirty (30) minutes behind promised schedule. All traffic accidents involving transit system vehicles, irrespective of injury, shall be reported to the Arcadia Police Department or Highway Patrol, as appropriate. Contractor will advise such agency of the accident and request a police unit to investigate the accident. Arcadia Transit Management and Operation — Professional Services Agreement A -10 Exhibit A I Scope of Services The City Transportation Services Manager shall be notified in writing by Contractor of all accidents and incidents resulting in loss or damage to City property or involving minors within 24 hours. In cases involving injury, Contractor shall notify City Transportation Services Manager. In the event City Transportation Services Manager is not available, Contractor shall notify City Development Services Director immediately upon receipt by Contractor of such information. 3.13 Vehicle Scheduling and Dispatching Contractor shall utilize a systematic, computer- assisted method to schedule and transport passengers using Dial -A -Ride vehicles. The method should be capable of accommodating both advanced reservations and requests for immediate service and of integrating all demand for service into efficient vehicle tours that maximize productivity and assure service quality to levels prescribed in this Scope of Services. Contractor shall provide an adequate fixed number of persons to staff the Dial -A -Ride scheduling and system vehicle dispatching functions. These persons shall also be responsible for maintaining radio control with all vehicles in service and for maintaining the daily dispatch log to be proposed by Contractor. 3.14 Operations and Maintenance Facility Contractor shall provide services from its current location at 3650 Rockwell Avenue, El Monte, CA 91731. If a need for facility relocation arises, Contractor shall be responsible for securing, establishing and maintaining a facility that is located within the City of Arcadia or no more than three (3) miles outside of the city limits. Contractor may share the facility with other client agencies with similar services so as long as Contractor provides Arcadia Transit's needs. At a minimum the Arcadia Transit operations and maintenance facility shall have the following: • An enclosed workspace sufficient to allow maintenance personnel to service at least three (3) 25' Dial -A -Ride vehicles and be protected from the weather. • A paved shop floor capable of withstanding the weight of the Arcadia Transit vehicles. • Adequate area to clean the vehicles in accordance with the Agreement. • Adequate secured storage area for tools, equipment and parts. • A security- fenced, paved and lighted area for overnight vehicle parking with adequate space for all vehicles. • Adequate appropriately equipped space for administrative personnel, dispatching and information staff, driver lounge or ready room, and training /safety meetings. • A furnished control room, including maps, cue boards, time clock, adequate desks, tables, chairs, and other equipment as may be appropriate. 3.15 Telephone Reservation and Information System Contractor shall provide telephone equipment and all telephone information and dispatch personnel necessary to effectively respond to incoming calls at a quality and level consistent with Arcadia Transit Management and Operation — Professional Services Agreement A -11 Exhibit A I Scope of Services Arcadia Transit patron demand, and in strict accordance with the operating days and hours set forth in the "Arcadia Transit Policy and Procedure ", or any revisions thereto. Contractor shall make special efforts to respond to telephone service and information requests from deaf or non - English speaking patrons of Arcadia Transit. Contractor will provide TDD equipment for communications with deaf patrons, and will provide bilingual telephone information personnel or assistance for at least eight hours per operating day. An answering machine shall be available for recording trip requests for the Dial -A -Ride service when the administrative and dispatch offices are closed. Contractor will provide its own telephone system using the current Arcadia Transit reservations number of (626) 445 -2211 and a TTD number of (626) 445 -2522. Upon termination of the Agreement of which this Scope of Services is a part, City reserves the rights to the Arcadia Transit telephone numbers as indicated above herein, and Contractor agrees to transfer of said telephone numbers. Contractor will be required to provide an Automatic Call Sequencer unit which will answer all service request calls, hold the calls in a queue if they cannot be immediately answered by a reservation agent or scheduler, and cause the calls in queue to be answered in the order in which they were received. The Sequencer unit shall capture and allow for the reporting of data on telephone system performance, including, but not limited to: total calls received; total of abandoned calls; average time on hold; and maximum time on hold, which shall be reported monthly to City. 3.16 Fares and Fare Collection City shall establish all fares of any kind or character to be paid by Arcadia Transit patrons. Contractor shall ensure that each patron pays the appropriate fare prior to being provided transportation service. All cash fares will be paid by patrons in the exact amount due for their appropriate fare classification and shall be deposited by patrons in fareboxes provided by City with each vehicle. Contractor will collect or otherwise process in the manner directed by City all non -cash fares (transfers, passes and like). All fares collected are the sole property of City. Contractor shall, in accordance with a procedure specified by City, account for revenues collected on Dial -A -Ride vehicles and deposit such revenues on an acceptable basis into a local bank account approved by City for that purpose. City reserves the right to audit fare revenue collection and accounting at reasonable times without prior notification to Contractor. 3.17 Ticket Sales City may elect to sell or provide tickets to Arcadia Transit patrons. Contractor shall collect, record, and deposit ticket sales according to instructions of the City. Arcadia Transit Management and Operation — Professional Services Agreement A -12 Exhibit A I Scope of Services 3.18 Books, Records, and Reports Contractor shall maintain all books, records, documents, accounting ledgers, and similar materials relating to work performed for City under this Agreement on file for at least three (3) years following the date of final payment to the Contractor by City. Any duly authorized representative(s) of City shall have access to such records for the purpose of inspection, audit, and copying at reasonable times, during Contractor's usual and customary business hours. Contractor shall provide proper facilities to City representative(s) and City shall be permitted to observe and inspect any or all of Contractor's facilities and activities during Contractor's usual and customary business hours for the purposes of evaluating and judging the nature and extent of Contractor's compliance with the provisions of this Agreement. In such instances, City's representative(s) shall not interfere with or disrupt such activities. Contractor shall collect, record, and report to the City on a quarterly basis all accounting data for the Arcadia Transit operation in accordance with Level C of the Uniform Financial and Reporting Elements (FARE) as required under National Transit Database (formerly Section 15) of the Federal Transit Act, and Section 99243 of the California Publics Utilities Code, as each of the foregoing are now in force or may hereafter be amended. All worksheets and detail information used to prepare these reports shall be available to City within one month after the close of the applicable quarter. Contractor shall collect, record, and report on a monthly basis all operational data required by City in a format approved by City. Such data shall include, but is not limited to: statistics required under the National Transit Database (NTD) of the Federal Transit Act, as amended; passenger count data by fare category, vehicles hours, vehicle miles, vehicle revenue hours, vehicle revenue miles, passengers per hour, wheelchair boarding and Dial -A -Ride passenger no- shows and cancellations. Contractor shall provide passenger mile sampling data in accordance with a method approved by the FTA for NTD purposes. Information concerning vehicle activity shall be collected daily on the Dial -A -Ride driver's log, route drivers report, dispatch log, and/or other forms as developed by Contractor and approved by City, and shall be summarized daily on the Operations Summary. The operations data shall be collected and compiled daily, weekly, monthly, quarterly, and annually; and shall provide reports according to the individual routes, modes and total system. Individual totals shall be provided for peak -hour services, Bus System Improvement Plan (BSIP) services, weekdays, Saturdays and Sundays. Daily logs, reports, and summaries shall be available for City review at the operations facility by 3:00 PM of the next business day following data collection. Farebox revenue /actual cash count reconciliation reports shall be available for City review by 10:00 a.m. of the next business day following data collection. Monthly reports shall be forwarded to City no later than the 10th of the following month. Arcadia Transit Management and Operation — Professional Services Agreement A -13 Exhibit A I Scope of Services 3.19 System Promotion Contractor shall not be responsible to undertake any advertising or promotional activities on behalf of Arcadia Transit of any kind or character. Contractor shall, however, cooperate with City in any such activities initiated by City by making available needed equipment, facilities, and personnel at no cost or expense to City. Contractor also shall dispense Arcadia Transit informational publications, respond to patron requests for information, act as liaison and provider of information with and to community agencies and groups, and do all other things to assist and support City's advertising and public informational efforts. 3.20 System Recommendations Contractor shall continually monitor Arcadia Transit operations, facilities, and equipment; and shall, from time to time and as warranted, advise City and make recommendations to it based upon observed deficiencies and needed improvements. City shall retain all authority, however, to make determinations and to take action on such recommendations. 3.21 Emergencies; Natural Disasters In the event of an emergency or natural disaster, Contractor shall make available, to the maximum extent possible, Arcadia Transit vehicles and facilities to assist City in ameliorating such incidents. To the extent City requires Contractor to provide such emergency vehicles and facilities, Contractor shall be relieved of the obligation to fulfill the duties and responsibilities to operate Arcadia Transit hereinabove contained. Arcadia Transit Management and Operation — Professional Services Agreement A-14 Exhibit A I Scope of Services SECTION 4: CONTRACTOR DUTIES AND RESPONSIBILITIES: MAINTENANCE City's maintenance goals and objectives include extending vehicle life, reducing the frequency of road calls, reducing safety risks, and meeting state and federal requirements. Contractor shall perform the duties and accept the responsibilities set forth below in connection with the maintenance of Arcadia Transit vehicles and equipment. The omission of a duty or responsibility herein below shall not relieve Contractor of its obligation to perform such duty or accept such responsibility, so long as it usual, customary and generally accepted within the public transportation industry as being an integral element of operating a Dial -A -Ride public transportation system of a kind and character such as Arcadia Transit. 4.1 Maintenance — General Contractor shall prepare and furnish to City a Maintenance Program prior to initiation of services. Contractor shall update the Maintenance Program and provide a copy to City whenever a mix of new vehicles or new technology occurs. Contractor shall perform maintenance activities in accordance with the said Maintenance Program. Contractor shall be responsible for the maintenance of all vehicles, communication systems, farebox system, and all other equipment, furnishings, and accessories required in connection with its operation of Arcadia Transit in a clean, safe, sound, and operable condition at all times, and fully in accordance with any manufacture- recommended maintenance procedures and specifications, as well as with the applicable requirements of any federal or state statutes or regulations. Contractor shall comply with ADA requirements by performing daily inspection and repair of lifts and accessibility equipments, and monthly reporting deficiencies or breakdowns as well as mitigating actions. In this regard, Contractor shall provide all labor, repairs, parts, supplies, maintenance tools and equipment, lubricants, solvents, service facilities and such other components, and services which may be required to fulfill its maintenance responsibilities, at Contractor's sole cost and expense. 4.2 Vehicles and Equipment Upon commencement of this Agreement, City will deliver City -owned vehicles and equipment as identified in Section 2.5 of this Scope of Services to Contractor at an agreed upon location ready for use, fully equipped with no deferred maintenance or damage. The Turnover Procedure outlined herein below shall be followed during this turnover period. In the event that City provides Contractor with additional vehicles and/or equipment at future times, TABLE 1, Section 2.5 of this Scope of Services, shall be amended in the manner provided hereinabove for amendments to this Agreement and Contractor shall acknowledge receipt of such additional items upon their delivery to and acceptance by Contractor. Contractor shall, at its sole expense, repair and replace any City -owned equipment that may be damaged or lost by reason of collision, negligence, abuse, vandalism, or other like cause. However, in no event shall Contractor's liability exceed actual cash value of vehicle(s) and equipment so damaged. Arcadia Transit Management and Operation — Professional Services Agreement A -15 Exhibit A I Scope of Services Upon termination of the Agreement, Contractor shall return all City -owned vehicles and equipment to City's Maintenance Service Yard for use, with no deferred maintenance or damage. The Turnover Procedure outlined herein below shall be followed during this turnover period. In the event that Contractor returns Arcadia Transit vehicle(s) and /or equipment to City with deferred maintenance or damage, City shall determine the cost to correct such deficiency(s) and City may, at its discretion, use withheld funds from Contractor's final payment. City may, at its discretion, use withheld funds to correct and resolve deferred maintenance and damage as necessary to bring fleet into compliance with acceptable standards for turnover. 4.3 Maintenance and Operations Facility Contractor shall establish and maintain an operations and maintenance facility as detailed in Section 3.14 herein. In addition to those requirements, said facility shall, at a minimum, provide the following requirements to support the maintenance of Arcadia Transit vehicles: • Maintenance pit or lifts so maintenance personnel can service and inspect the undercarriage of the vehicles. • A compressed air supply • Tire changing equipment • Battery maintenance equipment • Lubrication equipment • Engine diagnostic equipment • All tools and equipment necessary to perform periodic repairs and the preventive maintenance activities for gasoline powered vehicles. • All tools and equipment necessary to perform periodic service and adjustments and make mechanical repairs. • Facilities and equipment necessary to clean the vehicles and equipment in accordance with the specifications. 4.4 Maintenance Management and Personnel 4.4.1 Maintenance Management Contractor shall designate and provide the services of a qualified Maintenance Manager, subject to the approval of City. This individual may be the lead mechanic and shall be assigned to Arcadia Transit maintenance operations on an acceptable fleet to mechanic ratio. The Maintenance Manager shall provide proactive resource management including but are not limited to: preventive maintenance scheduling and supervision, repair supervision, technical training, and such other activities as may be necessary to ensure the performance of Contractor maintenance duties and responsibilities. Arcadia Transit Management and Operation — Professional Services Agreement A -16 Exhibit A I Scope of Services The Maintenance Manager shall have a minimum of three years experience managing the maintenance functions of a Dial -A -Ride shop similar in size and complexity to the services herein described. The Maintenance Manager shall have a minimum of five years journeyman level experience with gasoline engines, air conditioning systems, wheelchair lifts, and farebox systems. This experience shall include work on Dial -A -Ride type gasoline vehicles. The Maintenance Manager shall have experience supervising the work of other Maintenance Personnel. Should the services of the Maintenance Manager become unavailable to Contractor, the resume and qualifications of the proposed replacement shall be submitted to City for approval as soon as possible, but in no event later than five (5) working days prior to the departure of then incumbent Maintenance Manager, unless Contractor is not provided with such notice by the departing employee. City shall respond to Contractor within three (3) working days following receipt of these qualifications concerning acceptance of the candidate for replacement Maintenance Manager. 4.4.2 Maintenance Personnel- General Maintenance personnel assigned to work on City -owned vehicles and equipment shall have thorough knowledge of. • Engines, transmissions, and related mechanical equipment. • Methods and procedures used in servicing mechanical equipment. • Vehicle chassis and bodies. • Tools, precision, instruments, equipment, and procedures used in general repair and maintenance of vehicle equipment. • Decimals, fractions, and specifications related to vehicle mechanics. • Specialized areas such as painting, upholstering, brakes, air conditioning, wheelchair lifts, fareboxes and electronics. 4.4.3 Maintenance Personnel Skills Maintenance Personnel shall have the following skills: • Conduct preventive maintenance inspections and complete associated paperwork. • Inspect vehicle engines, transmissions, and other mechanical, electric, and electric parts and components. • Diagnose vehicle engine, transmission, electrical and electric component system problems. • Repair vehicle engines, transmissions, and other mechanical, electric, and electronic parts and components. Arcadia Transit Management and Operation — Professional Services Agreement A -17 Exhibit A I Scope of Services 4.5 Environmental Compliance For the purposes of this Section: "Applicable Environmental Laws" means any and all laws concerning the protection of human health and the environment which include, but will not be limited to, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601 et sec.; the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901, et sec .; the Federal Water Pollution Control Act, 33 U.S.C. § §1251 et M.; the Clean Air Act, 42 U.S.C. §§ 7401 et M.; the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1471 et M.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 through 2629; and the Safe Drinking Water Act, 42 U.S.C. §§ 300f through 300j; as they have been or will be amended from time to time, and the regulations implementing such statutes; and any similar state, county, municipal or other local laws and ordinances concerning the protection of human health and the environment and the regulations implementing such statutes. "Hazardous Substance(s)" means any substance, material, chemical or waste that is or will be listed or defined as hazardous, toxic or dangerous under any Applicable Environmental Law, or any petroleum products, or any substance, material, chemical or waste which is or may become, directly or indirectly, by chemical reaction or otherwise, hazardous, toxic or dangerous to life, health, property or the environment by reason of toxicity, flammability, explosiveness, corrosivity or any other reasons. In performing its maintenance obligations under this AGREEMENT, CONTRACTOR shall be responsible for the proper storage, handling, use, transportation and disposal of all Hazardous Substances in accordance with Applicable Environmental Laws, including without limitation, all lubricants, solvents, motor oil and other petroleum products. CONTRACTOR shall only dispose of such materials at facilities which are permitted or licensed in accordance with Applicable Environmental Laws. Furthermore, in the event that CONTRACTOR engages the services of a disposal company for the transportation and disposal of any Hazardous Substances, CONTRACTOR shall ensure that such company is properly licensed and that it transports and disposes of Hazardous Substances in accordance with the terms of this AGREEMENT. CONTRACTOR shall maintain procedures for its employees and any subcontractors who handle Hazardous Substances and shall retain records regarding compliance with the responsibilities contained herein. Arcadia Transit Management and Operation — Professional Services Agreement A -18 Exhibit A I Scope of Services 4.6 Maintenance Technical Training Contractor shall provide technical training of maintenance personnel necessary to insure a consistent level of current, thorough knowledge in the maintenance and repair of the several types of vehicles and equipment used in Dial -A -Ride service, including air conditioning systems, wheelchair lifts, and other ancillary equipment. 4.7 Preventive Maintenance Contractor shall document and submit a proactive, preventive maintenance program for review and approval by City prior to the effective date of this Agreement. As a minimum, Contractor's preventive maintenance program shall adhere to the preventive maintenance schedules and standards of the industry, and shall be sufficient so as not to invalidate or lessen warranty coverage of any Arcadia Transit vehicle or associated equipment. Adherence to preventive maintenance schedules shall not be regarded as reasonable cause to defer maintenance in specific instances where Contractor's employees observe that maintenance is needed in advance of scheduled maintenance. Contractor shall not defer maintenance for reasons of shortage of maintenance staff or operable vehicles, nor shall service be curtailed for the purpose of performing maintenance without prior written consent of City. Preventive maintenance and running repairs shall receive first priority in the use of Contractor's maintenance resources. Contractor shall adjust the work schedules of its employees as necessary to meet all scheduled services and complete preventive maintenance activities according to the schedule mandated by the federal and state. 4.8 "Late" and "Missed" Preventive Maintenance Inspections Contractor shall maintain stated intervals between inspections and between "Like" inspections. Should the Contractor's PMI schedule consist of a 3k inspection, 6k inspection, 12k inspection and 24k inspection, then the distance between one 6k and the next consecutive 6k constitutes the distance between "Like" inspections. Any PMI inspection completed more than 500 miles past PMI Mileage interval is considered "Late ". Any PMI inspection completed more than 500 miles past its "Like" PMI mileage interval is considered "Late ". Any PMI inspection completed more than 750 miles past PMI Mileage interval is considered "Missed ". Any PMI inspection completed more than 750 miles past its "Like" PMI mileage interval is considered "Missed ". "Missed" PMI's shall result in that vehicle being "non - serviceable" and all days operated in revenue service under such condition shall be considered non - revenue days for the vehicle with the "Missed" PMI. Arcadia Transit Management and Operation — Professional Services Agreement A -19 Exhibit A I Scope of Services 4.9 General Public Dial -A -Ride Vehicle Maintenance Schedule In addition to the above requirements for inspection, GPPV vehicles shall meet the requirements of sections in 13 CCR that apply only to those types of vehicle operations. All GPPV vehicles shall be maintained in compliance with all federal and state regulations governing their operation. 4.10 Mechanical Maintenance Program Contractor shall be responsible for the safe and efficient maintenance of all equipment required in connection with its operation of Arcadia Transit in a clean, safe, sound, and operable condition at all times, and fully in accord with any Original Equipment Manufacturer (OEM) Specifications and Requirements, in strict conformity to Contractor's City Approved Preventive Maintenance Program, applicable requirements of any federal or state statute, and CHP regulations and orders. City equipment includes, but is not limited to, the following: • Vehicles and equipment • Communication systems • Farebox equipment • All other City provided equipment, furnishings, and accessories Contractor's duty and responsibility to maintain all vehicles and equipment shall not be delegated to any other person, firm or corporation. All parts, materials, tires, lubricants, fluids, oils and procedures used by Contractor on all Arcadia Transit vehicles and equipment shall meet or exceed OEM Specifications and requirements. All parts installed by Contractor on Arcadia Transit vehicles and equipment shall become property of City. The Maintenance Manager shall implement a proactive Quality Assurance Plan, subject to the approval by City, to verify the quality of work performed. Contractor, at its sole cost and expense, shall provide all: • Labor • Repairs • Parts • Supplies • Maintenance tools and equipment • Lubricants • Maintenance • Cleaning • Major Components • Component rebuilding and replacement • Service facilities and such other components, facilities, and services that may be required to fulfill its maintenance responsibilities pursuant to this Agreement. Arcadia Transit Management and Operation — Professional Services Agreement A -20 Exhibit A I Scope of Services 4.11 General Maintenance Policies • All wheelchair lift - related equipment shall be inspected, serviced and lubricated at intervals necessary to insure that the wheelchair lifts are fully operational whenever the vehicle is used in revenue service. • Brake inspections and adjustments shall be performed at intervals that insure the safe and efficient operation of the braking system. • All components of the vehicle bodies, appurtenances, and frames shall be maintained in a safe, sound and undamaged condition at all times. Damage (including body, glass, and all appurtenances) shall be repaired in a professional manner within three weeks (21 calendar days) of occurrences. • All mechanical, electrical, fluid, air, and/or hydraulic systems shall be maintained in a safe and fully functional, as designed, condition at all times. • The interior passenger compartment shall be free of exhaust fumes from the engine, engine compartment, and exhaust system of the vehicle. • Heating, ventilation and air conditioning (HVAC) systems shall be maintained and used to insure that the passenger compartment temperature is comfortably maintained under all climatic conditions at all times on all in- service hours. Contractor shall maintain the A/C systems in an operable condition throughout the entire year. • Seats shall be maintained in proper operating condition at all times. All rips, tears, cuts, gum, graffiti and other damage shall be cleaned or repaired in a professional manner immediately upon their discovery. Contractor shall replace seat covers that are worn or cannot be professionally repaired, using materials that are identical in design and color as those materials being replaced. • Farebox systems shall be maintained in proper operating condition at all times. 4.12 Vehicle Repair All repairs to Arcadia Transit vehicles shall be performed by Contractor or other vendors and suppliers who are subject to prior approval by City. Repairs shall include, but are not limited to, work to correct loss or damage; adjustments due to normal wear and tear; and overhaul, rebuilding or replacement of components. Repair work shall be conducted as soon as practicable upon learning that such work is required. Contractor shall perform repair work expeditiously in response to identification of problems by drivers or other staff members. Contractor shall assure City that required repairs shall not be deferred beyond a reasonable time. Contractor shall be familiar with vehicle and equipment warranties and shall comply with all warranty provisions in the conduct of its maintenance functions. 4.13 Parts Inventory Contractor shall establish and maintain an ongoing parts inventory sufficient to minimize vehicle downtime and ensure that peak vehicle requirements are met. Arcadia Transit Management and Operation — Professional Services Agreement A -21 Exhibit A I Scope of Services 4.14 Tools and Equipment All tools and equipment used for Arcadia Transit maintenance shall be provided and maintained by Contractor. 4.15 Vehicle Towing In the event that towing of any Arcadia Transit vehicle is required due to mechanical failure or damage, Contractor shall be responsible to provide such towing at Contractor's sole expense. 4.16 Emissions Control Programs Contractor shall perform and certify such tests of equipment required to meet City, other local, State, and Federal requirements related to exhaust smoke and engine emissions. Contractor shall be responsible to maintain any applicable California Air Resources Board (CARB) Voluntary Compliance Program objectives subject to Arcadia Transit operations. Contractor shall be responsible for administration of a Smog Check program for Arcadia Transit vehicles. Contractor shall be responsible for emissions testing, and shall further be responsible to conduct repairs as required to meet emissions standards. 4.17 Daily Vehicle Servicing Contractor shall perform daily vehicle servicing to all Arcadia Transit vehicles and equipment used in revenue service. For purposes of this Agreement, daily servicing shall include, but will not be limited to: • Fueling • Engine oil, coolant, water and transmission fluid check/add • Farebox check • Wheelchair lift check • Brake check • Light and Flasher check • Interior sweeping and dusting • Exterior and interior visual inspection • Check all vehicle performance defects reported by drivers to identify potential safety and reliability items requiring immediate attention. Contractor shall develop, implement, and maintain a written checklist of items including in the daily servicing of each vehicle. The checklist shall be utilized and kept on file for City and California Highway Patrol review. This checklist requirement may incorporate or supplement CHP required driver's pre -trip safety inspections. Arcadia Transit Management and Operation — Professional Services Agreement A -22 Exhibit A I Scope of Services 4.18 Daily Driver's Inspection 13 CCR 1234 lists the records required by regulation to be kept by motor vehicle carriers. Section 1234, 13 CCR reads, in part: (e) Daily Vehicle Inspection Reports: Motor carriers shall require drivers to submit a documented daily vehicle inspection report pursuant to section 1215(b). Reports shall be carefully examined, defects shall be corrected before the vehicle is driven on the highway, and carriers shall retain such reports for at least one month. 13 CCR 1215 (a) reads: "Prior to operation, the driver shall inspect each vehicle daily to ascertain that it is in safe condition, it is equipped as required by all provisions of law, and all equipment is in good working order." The requirement to perform a daily pre -trip inspection applies to all drivers of all vehicles listed in 34500 CVC, without exception. There is no legal provision for this task to be delegated to someone other than the driver, such as to a mechanic who may arrive at work early to start all of the vehicles and "check them out ". The Drivers Daily Vehicle Inspection Report is not required to be submitted or otherwise documented until the end of the driver's work period. This is so that any defects that become apparent during the course of the work period can be included in the report. This report is required whether or not any defects are found. 4.19 Vehicle Cleaning Contractor shall maintain Arcadia Transit vehicles in a clean and neat condition at all times. The interior of all vehicles shall be kept free of litter and debris to the maximum practicable extent throughout the operating day. Vehicles shall be swept and dusted daily. Interior panels, windows, and upholstery shall be cleaned of marks as necessary. The interiors of all vehicles shall be thoroughly washed at least once per week, including all windows, seats, floor, stanchions and grab rails. All foreign matter such as gum, grease and dirt shall be removed from interior surfaces during the interior cleaning process. Any damage to seat upholstery and graffiti shall be repaired /removed immediately upon discovery. Ceilings and walls shall be thoroughly cleaned at least once per month, or more often as necessary. Exteriors of all Arcadia Transit vehicles shall be washed as required to maintain a clean, inviting appearance and in no event less than once per week. Exterior washing shall include vehicle body, all windows and wheels. Rubber or vinyl exterior components such as tires, bumper fascia, fender skirts and door edge guards shall be cleaned and treated with a preservative at least once per month, or as necessary to maintain an attractive appearance. Vehicles shall be kept free of vermin and insects at all times. Contractor shall exterminate all vermin and insects from all vehicles immediately upon their discovery, utilizing safe and non- hazardous materials. Arcadia Transit Management and Operation — Professional Services Agreement A -23 Exhibit A I Scope of Services 4.20 Maintenance Evaluations Contractor shall allow City to access to Contractor's facilities and records to monitor Contractor's maintenance performance, as City deems necessary. City may perform regular, unannounced maintenance inspections of vehicles and equipment maintained by Contractor that are used in this project using both City personnel and independent consultants to assist in determining Contractor's maintenance performance. City shall be permitted to view and copy any vehicle maintenance records, inspect vehicles and equipment, and request Contractor personnel to drive vehicles as is necessary to evaluate the condition of vehicles and equipment used in the performance of this Agreement. 4.21 Out -of- Service Designation A vehicle shall be designated as unfit for revenue service if, upon inspection, any of the following conditions are found: • Brakes out of adjustment • Loose steering components • Wheelchair lift and related equipment not functioning properly • Air conditioner unable to maintain a temperature 20 degrees Fahrenheit lower than an ambient 72 degree Fahrenheit • Heating or defrosting inoperable • "Missed" Preventive Maintenance Inspection • Tires with tread depth of less than 2/32" • Failure to clean each vehicle as outlined above • Failure to repair vehicle body damage within twenty -one days of the date damage occurred • Inoperable Emergency Exits /Doors /Windows • Inoperable two -way radio • Inoperable farebox • Failure to achieve a satisfactory rating in any category of the annual California Highway Patrol Safety Compliance report (CHP 343) • Removal from road -worthy status by CHP of any vehicle used under this Agreement • Any condition not in compliance with ADA • Any condition not in compliance with applicable Federal or State Regulations Vehicles shall continue to have the Out of Service Designation until it is brought into compliance, subject to approval by City. Contractor shall not be paid for hours operated in Arcadia Transit revenue service by vehicles that are in an Out of Service condition. City may, at its sole discretion, correct any unresolved Out of Service condition, and withhold the costs related to such correction(s) from payment to the Contractor. Arcadia Transit Management and Operation — Professional Services Agreement A -24 Exhibit A I Scope of Services 4.22 Maintenance Records and Reports Contractor shall prepare, maintain, make available to City, and reduce to written form, records and data relative to Arcadia Transit vehicles and equipment maintenance. Maintenance records shall be maintained on all vehicles indicating all warranty work, preventive maintenance, and repairs performed on each vehicle. All such records and reports shall be prepared and maintained in such a manner so as to fulfill any applicable State or federal requirements, as well as any needs of City to enable it to accurately evaluate Contractor's maintenance performance and the operating expense associated with various vehicles and equipment. Records of all maintenance and inspections shall be made available to City, the CHP and /or such other regulatory agencies with jurisdiction when requested. City maintains the right to inspect, examine and test, at any reasonable time, any vehicles used in performance of this Agreement and any equipment used in the performance of maintenance work in order to ensure compliance with this Agreement. Such inspection shall not relieve the Contractor of the obligation to continually monitor the condition of all vehicles and to identify and correct all substandard or unsafe conditions immediately upon discovery. Contractor shall transport any or all vehicles and equipment to any required inspection facilities when requested. In the event that the Contractor is instructed by City or any other regulatory agency to remove any equipment from service due to mechanical reasons, Contractor shall make any and all specified corrections and repairs to the equipment and resubmit the equipment for inspection and testing before it is again placed in service. Contractor shall prepare maintenance records and reports in a form and according to a schedule approved by City. Such records and reports shall include, but not be limited to, the following: • Daily vehicle inspection and servicing checklist • Work orders for all maintenance inspections, warranty repairs and other vehicle repairs including materials, parts and labor consumed. • Road call reports, or work order, for each road call identifying date and time, vehicle number, problem and mileage of vehicle. • Monthly summary to be attached to Contractor's invoice listing each vehicle, vehicle mileage, vehicle mileage since last preventive maintenance inspection, vehicle fuel and lubricants consumption, and vehicle road calls. • Semi - annual fleet summary listing each vehicle; vehicle mileage; vehicle year -to -date total miles; vehicle year -to -date fuel consumption and miles per gallon; vehicle year -to- date maintenance costs and cost per mile; route service total road calls and miles per road call; Contractor's summary of maintenance problems, particularly components with high incidences of in- service failures, and steps taken or recommendations to reduce such problems and in- service failures. Fuel usage reports shall be submitted by Contractor to City on a monthly basis. These reports shall be submitted prior to the l oth day of the following calendar month. Arcadia Transit Management and Operation — Professional Services Agreement A -25 Exhibit A I Scope of Services Contractor shall submit to City copies of the California Highway Patrol (CHP) Annual Safety Compliance Report (CHP 343), Vehicle Inspection Reports (CHP 343a) and associated certificate. Contractor shall attain satisfactory rating in each category of the Safety Compliance Report (maintenance records, driver records, regulated equipment and terminal). Contractor shall expeditiously correct any deficiencies noted on any CHP vehicle inspection report. A Monthly Management Report of operations and maintenance matters shall be submitted by the Contractor which shall include all maintenance work performed on vehicles and equipment during that month including: • The status of each vehicle condition including miles per gallon of fuel and miles per quart of engine oil added. • A description of any maintenance and /or repair work performed. Monthly report submission shall be to City prior to the I oth day of the following calendar month. 4.23 Vehicle Maintenance Record Keeping Contractor shall maintain an up -to -date vehicle file for each vehicle containing, at a minimum, the following information: • Make • Model • Serial number /City fleet number • City property ID number and serial number of installed City -Owned equipment • License number • Date received • Date placed in service • Life miles • Major vehicle repairs • Preventive Maintenance Inspection Reports • Daily "Vehicle Condition" Reports • Work Orders The "Preventive Maintenance Inspection" Reports shall be kept for two years. Daily "Vehicle Condition" Reports shall be kept for the period required by the CHP. Copies of the "Preventive Maintenance Inspection" Reports shall be made available to City upon request. Including, all work accomplished with the manufacture's instructions and warranty conditions, and daily "Vehicle Condition" Reports. Contractor shall submit the entire vehicle file to the City upon request. Arcadia Transit Management and Operation — Professional Services Agreement A -26 Exhibit A I Scope of Services 4.24 Farebox System Contractor shall install, operate, and perform all required maintenance of farebox system to ensure no disruptions in service. Contractor shall maintain farebox system in accordance with manufactures recommended maintenance procedures and specifications. 4.25 Turnover Procedure This procedure is designed to determine the condition of Arcadia Transit vehicles and equipment at the time of turnover between Contractors. This Turnover Procedure shall be implemented toward the end of the current contract term and prior to the commencement of the new contract. At the City's option, a Turnover Inspection may be implemented with or without a change in Contractors. 4.25.1 Pre -Audit Meeting Current Contractor, Successful Proposer, and the City shall meet 30 -60 days prior to turnover. All parties shall be represented by authorized personnel at this Pre -Audit Meeting. The purpose of the Pre -Audit Meeting shall be to set guidelines for procedure during the Initial Audit. Procedures shall be agreed upon and confirmed in writing by all parties within 5 working days of the Pre -Audit Meeting. 4.25.2 Initial Audit Current Contractor, Successful Proposer, and the City shall meet 30 -60 days prior to turnover at the Contractor's facility. All parties shall be represented by authorized personnel at this Initial Audit. Contractor shall make available their current facility and such personnel necessary to move vehicles and operate hoists. Contractor shall make available records, daily driver inspections, and other records as appropriate. Contractor, Successful Proposer, and City shall cooperate fully during the Initial Audit as set forth in the guidelines determined at the Pre -Audit Meeting. At this time, the City shall examine every vehicle listed in "EXHIBIT C Arcadia Transit Vehicles ", and determine its current condition. Contractor shall make available adequate facilities and equipment dedicated to accommodate the Initial Audit as well as provide a table for records inspection. All parties shall be provided the draft results of this inspection at the conclusion of the Initial Audit. After the Initial Audit Contractor and City shall meet to determine a plan and timeline for resolution of defects found during the Initial Audit. Contractor shall furnish City with timeline and specific plan for resolution of deferred maintenance prior to turnover. The "Resolution Plan" shall be submitted no less than thirty days prior to expected turnover date. Arcadia Transit Management and Operation — Professional Services Agreement A-27 Exhibit A I Scope of Services 4.25.3 Turnover Audit Several days prior to turnover, City, Contractor, and Successful Proposer, shall meet to physically re- examine every vehicle. Records shall be kept, and made available to the City, documenting items that have been repaired since the Initial Inspection. Current condition of every vehicle shall be determined. All parties shall be provided draft results of this inspection at the conclusion of the Turnover Audit. 4.26 Fuel Contractor shall purchase fuel required for the operation of all Arcadia Transit vehicles utilizing a system that accurately records purchase of all fuel by Contractor for billing purposes and to allow City to reconcile all fuel transactions by date and vehicle number. Contractor shall be responsible, on behalf of City for its Arcadia Transit operation, to obtain state and federal tax exemptions applicable to the purchase and consumption of fuel for use in public transit vehicles. In this regard, Contractor shall obtain required permits and administer fuel transactions in a manner that fully complies with all applicable state and federal requirements. Contractor shall maintain accurate records of all fuel utilized for fueling Arcadia Transit vehicles. On a monthly basis, Contractor shall invoice City for the documented cost of fuel used in the operation of Arcadia Transit and provide a monthly report to City detailing gallons dispensed and miles per gallon for each Arcadia Transit vehicle for the previous month and for the year to date. Arcadia Transit Management and Operation — Professional Services Agreement A-28 EXHIBIT B MANAGEMENT AND OPERATION ARCADIA TRANSIT SYSTEM SCHEDULE OF SERVICES Contractor shall provide professional transit services for the operation, maintenance and management of the Arcadia Transit system, as outlined in the Scope of Services. The period of services is for three (3) years, commencing on July 1, 2009 and ending on June 30, 2012. At the end of this three year term, City may choose to exercise two optional one -year extensions, possibly extending the service period to June 30, 2014. The terms of the agreement including the project cost in this Agreement shall remain unchanged and apply to the optional extensions. Arcadia Transit Management and Operation — Professional Services Agreement B-1 EXHIBIT C MANAGEMENT AND OPERATION ARCADIA TRANSIT SYSTEM COMPENSATION Contractor shall provide professional transit services as outlined in the Scope of Services for an amount not to exceed SIX MILLION THREE HUNDRED TWENTY FIVE THOUSAND FIVE HUNDRED NINETY DOLLARS ($6,325,590) over a period of five (5) years according to the following cost schedule: Line Item Operating Budget Annual Vehicle Service Hours Fixed Expenses Overhead Expenses Profit or Fee TOTAL FIXED EXPENSES Variable Expenses Hourly Expenses Mileage Expenses (Maintenance) TOTAL VARIABLE EXPENSES Year 1 Year 2 Year 3 Year 4 (Optional) year 5 (O tional) 27,000 30,000,1 30,000 30,000 30,000 $ 427,567 1 $ 454,705 1 $ 467,110 5 479,857 $ 492,954 $ $ 56,292 483,859 1 $ $ 57,699 512,404 $ $ 59,141 526,251 $ $ 60,620 540,477 $ $ 62,136 555,090 $ 489,606 $ 559,884 $ 576,628 $ 593,874 $ 611,637 $ 152,369 $ 172,939 $ 1781127 $ 183,471 $ 188,974 $ 641,975 $ 732,823 $ 754,755 $ 777,345 1 $ 800,611 TOTAL OPERATING EXPENSES $ 1,125,834 $ 1,245,227 1 $ 1,281,006 $ 1,317,822 $ 1,355,701 Total Five Year Operating Cost S 6,325,syu Cost per Vehicle Service Hour (Variable) *Projected Annual Fuel Consumption (Gallons of Gasoline) $ 23.78 $ 24.43 1 $ 25.16 $ 25.91 1 $ 26.69 52,825 58,695 58,695 58,695 58,695 * Fuel cost will be reimbursed to Contractor on a monthly basis in accordance with Sections 2.4 and 4.26 of Scope of Services. Arcadia Transit Management and Operation - Professional Services Agreement